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Sparton addresses corporate governance issues

Feb 17, 2004

Sparton Corporation (NYSE:SPA), at its Board of Directors meeting on February 12, 2004 took several additional important steps with respect to its ongoing commitment to corporate governance as discussed in its second quarter report. After due consideration and review of individual Director provided information and consistent with the recommendation of the newly constituted Nominating and Governance Committee (announced below), the Board determined the following members to be independent directors: * Mr. James DeBoer* Mr. James Fast* Richard Johns, M.D.* Mr. David Molfenter* Mr. William Noecker* Mr. Peter Slusser This formal review and determination concludes that six of the nine current members (2/3), have no material relationship with the Company and are independent directors, as that term is defined by Section 303A:02(a) of the NYSE Listed Company Manual. At the meeting of February 12, 2004, Bradley Smith, Chairman of the Company and David Hockenbrocht, President and CEO, both resigned their positions on the Company's Nominating Committee. At the same time, the Directors voted to expand the focus of the existing Nominating Committee to include Governance. Sparton directors James Fast, and Richard Johns MD were appointed to the two vacant seats. Director David Molfenter continues as chairman of the now expanded Nominating and Governance Committee. With these changes, all directors on the Nominating and Governance, Audit and Compensation Committees are now deemed independent outside Directors. Additionally, Sparton's Board named William Noecker, current chairman of the Audit Committee to additional duties on the Executive Committee. Mr. Noecker joins Chairman Bradley Smith, CEO and President David Hockenbrocht and James DeBoer on the Executive Committee. The Board also established a formal communications process for all shareowners of Sparton to use in communicating with either the Board of Directors (or Management) of Company. The policy states: "Shareholders should communicate with the Board of Directors (or management) by sending a letter to the Sparton Board of Directors, c/o the Office of the Corporate Secretary, 2400 East Ganson Street, Jackson, Michigan 49202. The Office of the Corporate Secretary will receive the correspondence and forward it to the director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, harassing, illegal, not reasonably related to Sparton or its business, or similarly inappropriate. The Office of the Corporate Secretary has the authority to discard or disregard any inappropriate communications (other than a proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal) or to take other appropriate actions with respect to any such inappropriate communications. In addition, the Office of the Corporate Secretary is authorized to forward communications that are clearly more appropriately addressed by other departments, such as customer service or accounting, to the appropriate department. Communications that are disregarded or forwarded to other departments will be made available to any director who wishes to review them." Sparton Corporation believes it has been, is and will remain in compliance with all of the new corporate governance rules enacted by the Securities Exchange Commission, the New York Stock Exchange and the Sarbanes Oxley act as they are effective. The Board is continuing its review of changes to the Company's corporate governance structure. These changes will include the formal adoption of charters for the various Board committees. Further changes will be announced well in advance of the dates required for necessary changes and actions. Sparton Corporation (NYSE:SPA) now in its 104th year, provides design engineering and electronics contract manufacturing services utilizing six manufacturing locations encompassing nearly 800,000 sq. ft. along with several alliance partner facilities. In addition to strong core surface mount technology (SMT) and plated through-hole (PTH), printed circuit board assembly (PCBA) and complete assembly manufacturing capabilities, Sparton offers a complete range of pre-manufacturing, post-manufacturing and engineering services. Pre-manufacturing services include product development, concurrent engineering, design for test (DFT), design for manufacturing (DFM), design for assembly (DFA), printed circuit board design and quick-turn prototyping. Post-manufacturing services range from repair depot, direct ship, distribution management to field support.Source: PCBnewsline

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